Non Disclosure Agreement Template Usa

MUTUAL NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the "Agreement") is entered into as of this [___] day of [___________], 20[__] (the "Effective Date"), by and between:

Disclosing Party: [________________________________________], with its principal place of business at [__________________________________________________________________] ("Disclosing Party"), and

Receiving Party: [________________________________________], with its principal place of business at [__________________________________________________________________] ("Receiving Party").

(Collectively referred to as the "Parties" and individually as a "Party").

1. Definition of Confidential Information

"Confidential Information" shall include all data, materials, trade secrets, proprietary information, business plans, financial records, customer lists, software, and technical documentation disclosed by the Disclosing Party to the Receiving Party, whether orally, in writing, or in electronic format, that is marked as "Confidential" or which should reasonably be understood to be confidential given the nature of the information.

2. Obligations of Receiving Party

The Receiving Party agrees to: a) Hold the Confidential Information in strict confidence and take all reasonable precautions to protect it (at least as great as the precautions it takes to protect its own confidential information). b) Not disclose, publish, or otherwise disseminate the Confidential Information to any third party without the prior written consent of the Disclosing Party. c) Use the Confidential Information solely for the purpose of [__________________________________________________________________] (the "Purpose"). d) Limit access to Confidential Information to its employees, contractors, or agents who have a "need to know" and who are bound by confidentiality obligations at least as restrictive as those herein.

3. Exclusions

Confidential Information does not include information that: a) Is or becomes generally known to the public through no breach of this Agreement by the Receiving Party. b) Was in the Receiving Party’s possession or known by it prior to receipt from the Disclosing Party. c) Is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation. d) Is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

4. Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any Confidential Information, it shall provide the Disclosing Party with prompt written notice (where legally permissible) so that the Disclosing Party may seek a protective order.

5. Term and Termination

This Agreement shall remain in effect for a period of [___] years from the Effective Date. The Receiving Party’s obligations regarding the protection of trade secrets shall survive the termination of this Agreement for as long as such information qualifies as a trade secret under applicable law.

6. Return of Materials

Upon written request of the Disclosing Party, the Receiving Party shall promptly return or destroy all documents and other tangible materials representing the Disclosing Party’s Confidential Information and all copies thereof.

7. Remedies

The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages may be inadequate. Therefore, the Disclosing Party shall be entitled to seek injunctive relief, in addition to any other remedies available at law or in equity.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [___________], without regard to its conflict of laws principles. Any disputes arising hereunder shall be subject to the exclusive jurisdiction of the state or federal courts located in [___________] County, [___________].

9. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding the subject matter hereof and may only be amended by a written instrument signed by both Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

DISCLOSING PARTY

Signature: ___________________________ Name: [___________________________] Title: [___________________________]

RECEIVING PARTY

Signature: ___________________________ Name: [___________________________] Title: [___________________________]